Spin-off Expected to be Completed on August 17,
2015
Ventas, Inc. (NYSE: VTR) (“Ventas” or the “Company”) announced
today that its Board of Directors has approved the spin-off of most
of its post-acute/skilled nursing facility (“SNF”) portfolio into
an independent, publicly traded REIT called Care Capital
Properties, Inc. (“CCP”).
Ventas has declared a dividend distribution of one share of CCP
common stock for every four shares of Ventas common stock held at
the close of business on August 10, 2015, the record date for the
distribution. Ventas shareholders are not required to take any
action to receive the shares of CCP common stock in the
distribution, and they will not be required to surrender or
exchange their Ventas shares. Importantly, the number of Ventas
shares owned by each shareholder will not change as a result of the
distribution.
Ventas expects to complete the distribution of CCP common stock
to its shareholders after the close of trading on August 17, 2015.
Following the distribution, CCP will be listed on the New York
Stock Exchange under the symbol “CCP” and will own, acquire and
lease primarily skilled nursing facilities across the United
States. Ventas’s common stock will continue to trade on the New
York Stock Exchange under the symbol “VTR.”
“We are pleased to announce this significant step toward
completing the spin-off of CCP, a pure play skilled nursing REIT,”
said Ventas Chairman and Chief Executive Officer Debra A. Cafaro.
“This transaction brings significant benefits to both Ventas and
CCP. Following the completion of the spin, Ventas will have an
outstanding portfolio and an enhanced growth profile with an
increase in NOI contribution from top-tier operators and
industry-leading private pay NOI composition. At the same time, we
will maintain our diversification, scale, strong balance sheet and
excellent dividend and cash flow growth. CCP will have a
differentiated external growth strategy focused on attractive
investment opportunities with regional and local operators. CCP
will also benefit from an experienced management team, strong
balance sheet and diversified portfolio with good coverage and
growth through contractual escalations and redevelopment.”
“This is an exciting time for CCP as we approach our launch as a
new public company poised for growth,” said Raymond J. Lewis, who
will serve as CCP’s Chief Executive Officer. “As an independent
company, CCP will be well positioned to use our strong balance
sheet, equity currency and access to capital markets to work with
our existing operators as well as new regional and local operators
to capitalize on the many attractive investment opportunities in
the fragmented skilled nursing market. We are energized by our
myriad avenues for growth and I look forward to working with the
CCP management team and Board of Directors as we work to complete
the spin-off.”
CCP intends to elect and qualify to be taxed as a real estate
investment trust for U.S. federal income tax purposes.
The completion of the distribution is subject to the
satisfaction of customary closing conditions, including the
effectiveness of the Registration Statement on Form 10 filed by
CCP, which is expected to occur shortly.
Trading of Ventas and CCP Shares Before The Distribution
Date
There is currently no market for CCP common stock. Shares of CCP
common stock will be issued in book-entry form only, which means
that no physical shares will be issued. CCP anticipates that “when
issued” trading will begin on or about August 6, 2015 under the
symbol “CCP WI”. Holders who sell the right to CCP common stock in
the when-issued market on or before the distribution date will
retain their shares of Ventas common stock. Upon the distribution,
which is expected to occur after the close of trading on August 17,
2015, “when issued” trading is expected to end and “regular way”
trading is expected to begin under the ticker symbol “CCP.”
Shares of Ventas common stock will continue to trade in the
“regular way” market under the symbol “VTR” with the entitlement to
receive the CCP common stock being distributed. Holders who sell
Ventas common stock in the “regular way” market before and on the
distribution date will also sell their right to receive CCP common
stock. Investors should consult with their financial advisors about
selling their shares of Ventas common stock on or after the record
date and on or before the distribution date.
Shares of Ventas common stock will also trade in the
“ex-distribution” market under the symbol “VTR WI” without the
entitlement to receive the CCP common stock being distributed.
Holders who sell Ventas common stock in the “ex-distribution”
market on or before the distribution date will retain their right
to receive CCP common stock in the distribution.
Advisors
Centerview Partners and Bank of America Merrill Lynch are
serving as financial advisors to Ventas, and Wachtell, Lipton,
Rosen & Katz is serving as legal advisor in connection with the
spin-off.
About Ventas
Ventas, Inc., an S&P 500 company, is a leading real estate
investment trust. Its diverse portfolio of more than 1,600 assets
in the United States, Canada and the United Kingdom consists of
seniors housing communities, medical office buildings, skilled
nursing facilities, hospitals and other properties. Through its
Lillibridge subsidiary, Ventas provides management, leasing,
marketing, facility development and advisory services to highly
rated hospitals and health systems throughout the United States.
More information about Ventas and Lillibridge can be found at
www.ventasreit.com and www.lillibridge.com.
This press release includes forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as
amended. These statements include, but are not limited to,
statements regarding the expected timing of the completion of the
proposed transaction, statements regarding the benefits of the
proposed transaction, including future financial and operating
results, statements regarding plans, objectives, expectations
relating to the proposed transaction and other statements that are
not historical facts. All statements regarding the Company or its
tenants’, operators’, borrowers’ or managers’ expected future
financial condition, results of operations, cash flows, funds from
operations, dividends and dividend plans, financing opportunities
and plans, capital markets transactions, business strategy,
budgets, projected costs, operating metrics, capital expenditures,
competitive positions, acquisitions, investment opportunities,
dispositions, acquisition integration, growth opportunities,
expected lease income, continued qualification as a real estate
investment trust (“REIT”), plans and objectives of management for
future operations and statements that include words such as
“anticipate,” “if,” “believe,” “plan,” “estimate,” “expect,”
“intend,” “may,” “could,” “should,” “will” and other similar
expressions are forward-looking statements. These forward-looking
statements are inherently uncertain, and actual results may differ
from the Company’s expectations. The Company does not undertake a
duty to update these forward-looking statements, which speak only
as of the date on which they are made.
The Company’s actual future results and trends may differ
materially from expectations depending on a variety of factors
discussed in the Company’s filings with the SEC. These factors
include without limitation: (a) uncertainties as to the completion
and timing of the spin-off; (b) the failure to satisfy any
conditions to complete the spin-off; (c) the expected tax treatment
of the spin-off; (d) the impact of the spin-off on the Company’s
and CCP’s businesses; (e) the ability and willingness of the
Company’s tenants, operators, borrowers, managers and other third
parties to satisfy their obligations under their respective
contractual arrangements with the Company, including, in some
cases, their obligations to indemnify, defend and hold harmless the
Company from and against various claims, litigation and
liabilities; (f) the ability of the Company’s tenants, operators,
borrowers and managers to maintain the financial strength and
liquidity necessary to satisfy their respective obligations and
liabilities to third parties, including without limitation
obligations under their existing credit facilities and other
indebtedness; (g) the Company’s success in implementing its
business strategy and the Company’s ability to identify,
underwrite, finance, consummate and integrate diversifying
acquisitions and investments, including investments in different
asset types and outside the United States; (h) macroeconomic
conditions such as a disruption of or lack of access to the capital
markets, changes in the debt rating on U.S. government securities,
default or delay in payment by the United States of its
obligations, and changes in the federal or state budgets resulting
in the reduction or nonpayment of Medicare or Medicaid
reimbursement rates; (i) the nature and extent of future
competition, including new construction in the markets in which the
Company’s seniors housing communities and medical office buildings
(“MOBs”) are located; (j) the extent of future or pending
healthcare reform and regulation, including cost containment
measures and changes in reimbursement policies, procedures and
rates; (k) increases in the Company’s borrowing costs as a result
of changes in interest rates and other factors; (l) the ability of
the Company’s operators and managers, as applicable, to comply with
laws, rules and regulations in the operation of the Company’s
properties, to deliver high-quality services, to attract and retain
qualified personnel and to attract residents and patients; (m)
changes in general economic conditions or economic conditions in
the markets in which the Company may, from time to time, compete,
and the effect of those changes on the Company’s revenues, earnings
and capital sources; (n) the Company’s ability to pay down,
refinance, restructure or extend its indebtedness as it becomes
due; (o) the Company’s ability and willingness to maintain its
qualification as a REIT in light of economic, market, legal, tax
and other considerations; (p) final determination of the Company’s
taxable net income for the year ended December 31, 2014 and for the
year ending December 31, 2015; (q) the ability and willingness of
the Company’s tenants to renew their leases with the Company upon
expiration of the leases, the Company’s ability to reposition its
properties on the same or better terms in the event of nonrenewal
or in the event the Company exercises its right to replace an
existing tenant, and obligations, including indemnification
obligations, the Company may incur in connection with the
replacement of an existing tenant; (r) risks associated with the
Company’s senior living operating portfolio, such as factors that
can cause volatility in the Company’s operating income and earnings
generated by those properties, including without limitation
national and regional economic conditions, costs of food,
materials, energy, labor and services, employee benefit costs,
insurance costs and professional and general liability claims, and
the timely delivery of accurate property-level financial results
for those properties; (s) changes in exchange rates for any foreign
currency in which the Company may, from time to time, conduct
business; (t) year-over-year changes in the Consumer Price Index or
the UK Retail Price Index and the effect of those changes on the
rent escalators contained in the Company’s leases and the Company’s
earnings; (u) the Company’s ability and the ability of its tenants,
operators, borrowers and managers to obtain and maintain adequate
property, liability and other insurance from reputable, financially
stable providers; (v) the impact of increased operating costs and
uninsured professional liability claims on the Company’s liquidity,
financial condition and results of operations or that of the
Company’s tenants, operators, borrowers and managers, and the
ability of the Company and the Company’s tenants, operators,
borrowers and managers to accurately estimate the magnitude of
those claims; (w) risks associated with the Company’s MOB portfolio
and operations, including the Company’s ability to successfully
design, develop and manage MOBs, to accurately estimate its costs
in fixed fee-for-service projects and to retain key personnel; (x)
the ability of the hospitals on or near whose campuses the
Company’s MOBs are located and their affiliated health systems to
remain competitive and financially viable and to attract physicians
and physician groups; (y) the Company’s ability to build, maintain
and expand its relationships with existing and prospective hospital
and health system clients; (z) risks associated with the Company’s
investments in joint ventures and unconsolidated entities,
including its lack of sole decision-making authority and its
reliance on its joint venture partners’ financial condition; (aa)
the impact of market or issuer events on the liquidity or value of
the Company’s investments in marketable securities; (ab) merger and
acquisition activity in the seniors housing and healthcare
industries resulting in a change of control of, or a competitor’s
investment in, one or more of the Company’s tenants, operators,
borrowers or managers or significant changes in the senior
management of the Company’s tenants, operators, borrowers or
managers; (ac) the impact of litigation or any financial,
accounting, legal or regulatory issues that may affect the Company
or its tenants, operators, borrowers or managers; (ad) changes in
accounting principles, or their application or interpretation, and
the Company’s ability to make estimates and the assumptions
underlying the estimates, which could have an effect on the
Company’s earnings; (ae) the inability to complete the Company’s
proposed acquisition of Ardent Health Services and the proposed
separation and sale of Ardent Health Services’ hospital operations
on terms acceptable to the Company or at all; and (af) the risk
that the expected benefits of the Company’s proposed acquisition of
Ardent Health Services, including financial results, may not be
fully realized or may take longer to realize than expected. Many of
these factors are beyond the control of the Company and its
management.
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Ventas, Inc.Lori B. Wittman(877) 4-VENTAS
Ventas (NYSE:VTR)
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